This Charming Man
by chuckblair96
Summary: Serena decides a little vacation will help her friends loosen up and take some pressure off. Serena, Nate, Chuck, and Blair in the Dominican. Blair is still not happy with Chuck, but he has been acting differently lately. Spoilers up to Season 2
1. Chapter 1

**Disclaimer: I own nothing of Gossip Girl**

**A/N: This is my first fanfic, so reviews are strongly encouraged and highly appreciated**

"B!?" Blair rolled her eyes as she heard Serena call from the floor below.

"Blair I- Blair!" She barged into Blairs room to find her in bed with her covered with a pillow.

"Blair get up now!" She hauled the sheets off and opened the curtains causing Blair to be slightly blinded by the light. Blair propped herself up on her elbows and glared at Serena, "What's up, S?" Blair asked with feigned ignorance. The blond was already hauling clothes out of the closet and flicking them on the couch.

"Are you robbing me?"

"Very funny, Blair. Now get up. We're late"

"I'm sure I have no idea what you are talking about" Blair said with a sign as she lay back on the bed, she made a grab for the sheets Serena had unceremoniously torn off of her earlier, but failed when her friend jumped on the bed, sitting on the bunched up bedclothes.

"Listen, B, I know you are not happy about this but it will be good for you" Serena looked at her petite friend with a sad face. "Come on, I promise it will be fun" she said after a few minutes. With that she jumped up and grabbed Blairs arms and started trying to haul her from the bed.

"SERENA" Blair shrilled "You're going to kill me!"

Serena let go when Blair was finally sitting up. "Stop being a drama queen and get ready! The boys will be here any minute!"

Blair grimaced. The boys. Perfect. Two weeks in the Dominican with her annoyingly perky best friend, her ex-boyfriend, and then there was Chuck. The very same Chuck who had broken her heart and left her halfway across the world, completely alone. Blair sat on the edge of the bed thinking about the trip, her mind slowly drifted to Chuck. Ever since she returned from Paris he had been uncharacteristically charming. He always wore his famous smirk but he seemed to be less... Chuck. She, on the other hand had never been such a bitch to him. She did her best to avoid him but when it was inevitable she made sure he knew he no longer meant anything to her, and of course it was true how could-

"BLAIR"

Blair shook out of her thoughts and gave Serena a cold look.

She came and sat by her friend and took her hand, "Look Blair, I know this is going to be a bit hard for you. I mean with Chuck-

Blair ripped her hand away, "Chuck? Ha. Why would Chuck make this hard for me? He is nothing to me." Blair finished with a look that told Serena the conversation was over. She smiled sweetly "Now, if you will excuse me I have to get ready" Serena gave her a sad smile and left to wait downstairs.

Blair walked out of her bathroom 20 minutes later. She was looking in her closet for something appropriate for the plane ride, when a soft knock came at her door. God what was Serena's problem! It was Chucks dads private plane. It would wait! She rolled her eyes, "come in". She heard the door open slowly and close lightly. Blair continued to search her closet, this was a tough decision. A few minutes passed and she realized Serena had yet to say anything.

Blair whipped around to face the door "I am hurry-" but stopped mid sentence when she saw Chuck leaning lazily on the wall.

"Get out, Chuck" Her face was set in stone.

He looked her up and down. It was only now Blair became aware that she was only in a towel. She quickly wrapped her arms around her body and stared down at the floor. This action was not lost on Chuck.

"Relax Waldorf, I was just announcing our arrival" he pushed off the wall and walked towards her. She shifted and stepped back a bit, looking all around the room, anywhere but at him.

Chuck was aware of just how uncomfortable Blair was with her body. It was one of the many things she was highly insecure about. Yes, Chuck was aware of it, though he would never understand it.

He approached her slowly and gently took her arms and put them at her sides. She looked up into his eyes and he could see the vulnerability in them. He placed his hands on her hips and bent down to kiss her gently on the cheek. Blair closed her eyes and inhaled sharply. He looked back into her eyes, their faces barely touching. "You look absolutely beautiful, no matter what you wear". He turned and left the room. Leaving Blair completely stunned in the middle of the room.

As Chuck made his way back down the stairs Serena came out of the living room. As he reached the bottom she pushed him. "Chuck!" she yelled. He merely straightened out his shirt and glared at her. "What the hell is your problem! Don't bother her!"

"Calm down, Van der Woodsen. I was simply letting her know that we had arrived." He stalked past her to join Nate in the study. Serena rolled her eyes and followed. The three sat in uncomfortable silence until Blair entered 45 minutes later. "Shall we?" she was smiled. The three got up and started to walk out of the room.

"Chuck? A moment?" she said a little to sweetly.

Serena whipped around to give Blair a confused look and glare at Chuck. Nate simply didn't notice.

Chuck stopped, clearly surprised, but grinned "Of course, Blair" When Serena gave her a pleading look Blair replied "It will only take a minute" and closed the door on her friend. She turned around to face him with a sneer.

"I just wanted to tell you to stay out of my room" she said harshly

Chuck grinned "Whatever you say, Blair" and began to walk past her towards the door. Blair was shocked to say the least. She didn't think he would give up that easily. She grabbed his arm as he passed. He turned around to face her, few inches separating them. "Is there something else I can do for you?" He said in almost a whisper. She looked straight into his eyes then down at his lips. She wanted to make sure he was clear that he was not to bother her, but she had forgot this control he had over her when he was close. "Blair?" she looked away and shook her head. Taking a step back she cleared her throat. "Yes, I want to make it perfectly clear that you understand what I said" He closed the gap she created between them. "I understand" he said. He leaned into her ear, " I will not enter your room unless you ask" he breathed. He felt her stiffen as he spoke.

A lifted his head to look into her eyes and he was greeted with the same vulnerability as before. He placed both hands on either side of her face, half expecting her to pull away, when she didn't gently pressed his lips to hers.

Blair felt her knees give out beneath her. She grabbed his shirt for support and hungrily began kissing him back. He noticed her legs become weak so he removed his hands from her face and replaced them on her hips pulling her closer to him. After a few minutes Blair pulled away and shook her head. "No way, Chuck. Don't ever touch me again." With that she stormed out of the room. He smiled and began to follow. He knew she still liked him as much as she would like to deny it. He knew she became putty under his touch.

Serena shot him a glare when she saw him. Chuck had refrained from telling Blair she now had lipstick all around her mouth. Serena pulled Blair off to the side to tell her. Blair looked absolutely mortified and shot Chuck a look that could kill before Serena took a napkin and removed it from her friends face with a disappointed look.

Chuck slapped Nate on the back and with a smile declared "This will be a fun two weeks"


	2. Chapter 2

**A/N: I'm not really happy with this chapter. It is quite long but I couldn't decide on a good spot to end it, haha. **

**Disclaimer: I own nothing of Gossip Girl**

Blair stared out the window as the plane made its way through a patch of clouds. She sighed and looked around the plane. Nate and Serena both had their seats reclined, asleep. The plane was quite large considering it was a private aircraft. There were five rows with seats on either side of the walkway, the first three had two seats on each side while the last two rows had only one seat on each side. Since it was only the four of them they each had a spacious seat to themselves. She looked behind her to where Chuck was sitting. He had his eyes closed, listening to his iPod but she knew he wasn't asleep. He looked so peaceful, and kind when he didn't think anyone was looking. As if he read her mind his eyes shot open and he gave her a sly smile. "Like what you see, Waldorf?" She rolled her eyes with a scoff. "As if" He didn't say anything but continued to stare at her. She gave him a disgusted look and turned around in her seat. He was impossible to deal with.

About a half hour later she was growing tired and moved to the front row where she could fully stretch out across two seats for a quick nap before they landed. As she just placed her head back against the seat she felt the plane shift. She shot up and looked behind her.

"What the hell was that!" She yelled. Nate turned over in his sleep and Serena hadn't moved, as if nothing happened.

"Relax, it is just turbulence" Chuck said smoothly.

She turned around again, not comforted by his remark in the least.

She screamed when it started to bump again. "We're going to die" she screamed as she gripped the seat and closed her eyes tightly

She heard Chuck get up and move next to her. She slowly opened her eyes to face him. His face was impassive as if he didn't even notice that the plane was rocking.

"We would ask that everyone please return to your seats and buckle up, we are experiencing a little bit of turbulence" the captain chimed over the intercom.

"We're going to die, we're going to die" she shrieked as the plane leaned lightly to the right.

"Look at me, Blair" Chuck said calmly as he took her hand from it's grip on the seat.

She kept her eyes shut and shook her head as the plane shook again, squeezing Chucks hand.

"Blair" he almost whispered "just look at me" placing a hand on her cheek and lightly turning her head towards him.

She opened her eyes and met his gaze. Instead of the cool darkness she saw his eyes and face full of concern and compassion.

"Now, would I let anything happen to you?" he asked quietly.

"I..well-" she stuttered, at a loss for words

"That's right, I wouldn't-" cut off by another rocky patch "I wouldn't let anything happen to you. I promise we'll be fine"

She frowned, she didn't know why she actually felt comforted by this, as if he could some how control what was happening. She just had an overwhelming sensation that if he was near her she would be safe.

She nodded silently and he smiled. Although, she noticed it wasn't his usual smug smile, but something more.

Chuck put his arm around her pulled her closer to his chest. She sighed and let her head rest against his body, instantly feeling better. She closed her her eyes and began to drift asleep, but not before she felt him lightly kiss the top of her head with a satisfied sigh.

Blair awoke to voices and commotion around her. She looked up to see Nate, Serena and Chuck packing their things. She noticed she had a pillow under her head and a blanket wrapped around her. She stared at Chuck until he finally looked at her. He smiled at her when he saw she was awake.

"At last, I thought we were going to have to carry you off, Waldorf" he said with a grin.

"B! You're awake! How did you manage to sleep through our noise!" Serena exclaimed.

Blair gave her a cold stare. "Me? What about you? You slept through like an hour of complete mayhem! We almost died." She aid smartly.

Serena just looked confused. And went back to folding up her blanket.

Blair got up and made her way back to her original seat to gather her books and iPod.

Chuck started laughing "Don't mind her Serena, it was light turbulence, she is exaggerating"

But she wasn't paying attention. Blair shot him a glare and followed Nate off the plane.

They walked into their room and even Blair was at a loss for words. It was extraordinary. Obviously the most prestigious room in the hotel, it had a large kitchen area with an island and fair sized bar. Attached was an oversized sitting area with a built in 52 inch wall mounted flat screen TV. On each side of the room were two doors.

"We're on the right" Chuck said, pointing to the door on the far side. "You girls are in there" pointing to the other door.

Blair walked through the door, closely followed by Serena, to their room. There were two four poster, canopy, queen sized beds that filled almost the entire room. Blair walked into the bathroom as Serena squealed and jumped onto one of the beds.

"B! This is amazing! We are going to have so much fun!"The bathroom had a large counter with two sinks and a huge stand up shower.

Blair smiled and walked back into the room with a smile and collapsed on the other bed.

"Maybe you're right, S. Maybe this will be fun"

Blair walked out of her room 20 minutes later after fixing her hair and slipping into something a little more appropriate for the weather.

Serena was lounging across one of the couches reading a magazine while Chuck and Nate played X Box on the oversized TV.

"Wow Bass, I must say I am impressed" Blair announced as she sat on the opposite side of Serena's couch.

"Thanks" he replied as he raced Nate across the finish line and put down the controller. "I'll let my father know his latest hotel meets the Waldorf standards. He sat to face her with a his signature smile. "I'm sure he will be trilled."

"Come on, guys" Nate said in a hurry sensing the tension between them. "Now that everyone is ready we can go out. I didn't come all the way down here to sit around the hotel." He grabbed Serena's hand and pulled her to her feet as she laughed.

"Yeah, guys come on" she pleaded as she grabbed Blairs hands trying to get her up. "We can go swimming!" She looked outside to see that it was already dark. "We can go to the pool. It is still open"

Blair stood up but walked past Serena to the other side of the room. "I don't swim. My hair will be ruined" she declared as she folded her arms across her chest dramatically. "Nor do I" Chuck sighed, looking at Blair hungrily. "Swimming is more of a spectator sport I find."

She gave him a disgusted look. "Ew."

"Fine then, at least come down with us and sit on the pool side" Serena pleaded. Looking at Chuck, "There is a bar and lots of girls in bathing suits" turning to Blair "There will be hot guys" Hoping to appeal to both of their personalities.

"You're right, Serena, I can't miss out on all the gorgeous wet girls" He said with a smile, his eyes never leaving Blair. "All those potential bed mates"

Blair simply glared at him. Of course Chuck Bass would be sweet and caring to her until something else came along, she thought. She didn't know why the thought of Chuck bringing another slut to bed with him infuriated her. But it did. Well she would just have to make him see what he can't have. She smiled her own smug smile and looked back to Serena, "Let's go then"

When the girls arrived at the pool Nate and Chuck were already at the bar talking. Nate only his trucks on, showing off his perfectly chiseled body while Chuck wore a pair of beige Bermuda shorts and a fitted navy blue T-Shirt. Not his normal classy style but Blair had to admit he looked good. They began to walk over to meet them, Serena in a simple black bikini, while Blair had a giant house coat on.

"Come on, let's get in!" Serena exclaimed grabbing a laughing Nates arm and pulling him away towards the pool, leaving Chuck and Blair alone.

"Bass" She greeted in an emotionless tone, as she signaled the bartender to get her a martini.

He smiled and with a slight bow of his head and replied "Waldorf".

Serena frowned as she looked over to see Blair and Chuck both sitting at the bar drinking with no interaction, as if they didn't even notice each others presence. Nate came up behind her and followed her gaze. "What's wrong with them?" He asked. Serena sighed, "I have no idea. Ever since they got back from Summer they have been acting like this. Cold and distant until they think no ones looking and then they are flirting like crazy." She turned from her two friends to face Nate.

"Has Chuck said anything?"

"Not really, I mean, I am 100 he is still crazy about her. At his dads wedding he said that he loved her."

"Really?" Serena asked, shocked that Chuck Bass had expressed any other emotion other than greed hate and lust.

"Yeah," Nate said pensively staring at the back of his best friend. "He just got freaked out when they were supposed to go away together. I guess he got cold feet" He said, sounding defeated and facing Serena again.

She sighed again "I think Blair is still head over heels about him. Although, she would never admit it. He hurt her bad and I think she is afraid to let it happen again. So instead she pretends to hate him" She gave a sad laugh, "They are both kind of pathetic, really." She turned and splashed water in Nates face. He laughed, shocked but picked her up and flicked her back into the deep end.

Blair watched as her best friend and ex boyfriend flirted shamelessly with each other in the pool.

"Eh, when did they become so tight?" She asked with a sneer as Serena jumped on Nates back laughing. She rolled her eyes and turned back to her drink "God, why don't they just have sex in the pool."

Chuck continued to watch his friends with a smug smile. "Would that turn you on, Blair?"

She punched him in the leg.

"You're disgusting"

She walked away from the bar sitting in the chairs on the other side of the pool. She looked back towards the bar to see a young blond talking to Chuck. It wasn't even two minutes since she left his side!

She watched as the blond stroked Chucks arm, earning herself his signature smile. Chuck turned to the bartender indicating him to get the girl a drink. Blair gave him a glare, although he wouldn't see it, and left to go back to the hotel room.

This was such a bad idea, she thought to herself. Nate and Serena were having the time of their life and she had to sit and watch as Chuck picked out a new girl every night. How could he even do that? She was furious. Hadn't he kissed her earlier today, wasn't it him who had comforted her on the plane. She was his and she didn't want to share. Blair stopped as the thought went through her head. What was she saying?! Chuck is not hers, nor did she want him to be. He was Chuck Bass, womanizing, disgusting man whore.

Chuck looked over to where Blair was sitting just in time to see her get up to leave. She looked furious.

"Excuse me" he said to the blond trying to push past her.

"Where are you going?" She asked, a little drunk. " I thought we could talk.." she slid her hand down his leg "..maybe have some fun later" she finished with an innocent smile.

"Sorry, prior engagements" he said hurriedly, easily maneuvering around her.

Blair pressed the button to the elevator about ten times. She knew it wouldn't make it go faster, but she was mad. Just as the doors opened she felt someone grab her arm.


	3. Chapter 3

**Disclaimer: I own nothing of Gossip Girl**

_Just as the doors opened she felt someone grab her arm..._

"Where are you going?"

Blair turned around to face Serena.

"Back to the room" yanking her arm out of Serena's grip.

"What's wrong?" she asked sympathetically although she had an idea.

"What's wrong!?" Blair repeated, her voice rising and eyes beginning to fill with tears. "What's wrong is that this was the worst idea ever! I'm going to have to spend the next two weeks with you and Nate having the time of your life, while I sit back and watch as Chuck Bass fucks every stupid slut in the hotel!" She was yelling now and the tears had begun to run down her cheeks

Serena looked at her sadly. "I'm sorry, B. Come on," she said taking her hand again and approaching the elevator "Let's go watch a movie back in the room, just me and you"

Blair again, pulled her hand away. A lot more quiet now, as she noticed people beginning to stare "No, Serena, I want to be alone. You go have fun" Blair stepped around her and into the elevator, the doors shutting between them.

Serena sighed and turned around to see Chuck on the other side of the lobby watching her, probably the entire time. She marched over to him and pushed him back into the wall. "What's wrong with you, Chuck?" Chuck removed her hands from his chest and glared at her. "I didn't do_ anything_" He looked down at the ground, "She walked away from me. I can't help it if people talk to me Serena! I am not going to spend my entire trip alone as Blair gives me the silent treatment." He knew he was lying. He had no intention of getting with any other girls. But he obviously wasn't going to admit it out loud.

"Well, thanks to you Blair is upset" Serena said curtly.

"I assure you, it's no thanks to me. Whatever is wrong with her is her problem-" It wasn't until after he had said it, he realized how cruel it sounded. "But, if it will please you, _sister_, I will go talk to her."

Without waiting for a reply he walked towards the elevator. Leaving Serena standing alone.

Blair sat on the edge of her bed staring at the floor. Had she actually just caused a scene in the middle of the lobby? Blair Waldorf did not make public scenes, she always had her head held high, plotting revenge through gritted teeth. She barely noticed someone standing in the doorway. She looked up to find Chuck leaning lazily against the wall, staring at her.

She gave him as much of a glare as she could with tears still in her eyes. "Go away, Chuck." She stood up making her way to the bathroom, "Go back to your stupid blond slut"

He stepped in front of her blocking the way. She stopped walking but refused to look up.

"I don't want her" He whispered. "Blair-"

Blair slowly met his gaze. Chuck grabbed her face, his lips crashing over hers. Blairs hands immediately reaching around his neck pulling him closer.

His tongue hungrily parted her lips, Blair moaned in his mouth. Chuck picked her up and carried her over to the bed, their lips never leaving each other. Chucks body was covering Blairs as he began to untie her house coat. Blair broke away and pushed him off.

"No, no, no. No Chuck, no." Blair screeched. Getting up she walked to the other side of the room and began pacing back and forth.

"No Chuck. I can't do this. I can't keep doing this." Chuck slowly began walking towards her, genuinely confused.

She stopped, looking up at him. "You left me." He stopped dead in his tracks. "Chuck, you left me. You left me in Tuscany alone for some random _re-decorator_." She felt her eyes well up with tears for the second time that night.

He started walking towards her again, "Blair I don-" his voice cracking.

"No Chuck. You had your chance. You had me! You had me, and you just walked away." She finished with a defeated breath.

"Blair, I -" he took her both of her hands in his "I apologize" he said in a quiet voice looking down at their hands "I should have went with you, I don't know what happened"

She could barely hear him now, and he continued to look down. Tears still running down her face she realized this was the first time she ever heard him apologize to anyone. She had HEARD people saying he told Nate he was sorry for betraying him and sleeping with her last year. But this was the first time in the eleven years she had known him she, herself had heard the words escape his lips.

Even with this revelation she still could not look past the pain he had caused her.

"Chuck I-"

"Please, Blair" his voice breaking "Please let me finish." He said finally looking at her. She had never seen him so ..un-Chuck like. He looked broken.

"I guess" he continued, his eyes glued to their hands again as he unconsciously rubbed the pads of his thumbs over the top of her hands. "I guess I got scared. I was scared that I would change" He hesitated.  
"I thought you would change me." He smiled sadly "I don't trust myself around you" he looked into her eyes, a sad smile still playing on his lips "You make me crazy, Waldorf. If I could go back, I would not make the same mistake" He lifted his hand to lightly brush a piece of hair behind her ear. "I would treat you like you deserve to be treated; like royalty"

Blair instinctively turned her head towards his hand leaning into his touch, looking down. His hand moved to the back of her neck pulling her face towards his, briefly kissing her.

"I will win you back." he declared with confidence suddenly stepping back, away from her. "Chuck Bass does not back out of a challenge" he said with a smile reaching for the door handle. "I will prove myself to you, and you will be mine once again." With that he shut the door, leaving a stunned Blair, speechless.

--

Serena and Nate were still at the bar. She had gone back to the pool to tell him what had happened. They both decided it would be best to leave them alone to sort things out. It had been an hour and a half since Chuck had walked away from Serena, and she was getting tired.

"You think Blair will have yelled herself out yet?" She asked with a sigh.

Nate gave a small laugh "I don't know, when Blair is mad she can be pretty..."

"Blair" They both said at the same time, laughing.

She grabbed his hand pulling him to his feet. "Too bad, I'm tired. Let's go back anyway"

They walked arm in arm through the hotel, Serena's head resting against his shoulder.

They stopped outside the room and Nate put his ear against the door. "Hmm.. I don't hear them."

They slipped inside to find both doors closed and only a small lamp on in the main room. Nate opened the bedroom door to find his and Chucks room empty.

"Chucks not there" He told Serena, confused.

"Oh, disgusting." She said giving her door an offended look. "I bet I know where he is" she walked over to her door opening it slowly to peek in.

To her surprise it was completely dark, other than the moonlight shining through the window. She walked over to Blairs bed to find her friend asleep, although Serena noticed her pillow seemed to be wet. She sat down on the edge of the bed and lightly brushed the hair out of Blairs face. Her eyes were puffy and Serena could still see marks from tears streaking down her face. She gave her a sad look and pulled the blanket up wrapped it around Blair a little tighter.

She looked up as Nate knocked lightly on the door opening it slightly to poke his head in.

"Not in here?" He asked, knowing the answer when Serena didn't run out of the room screaming.

"Come on" He said extending his hand until she walked towards him taking it in her own. "Lets get some popcorn and watch a movie."

She smiled and followed him out closing the door slowly looking back at Blairs small figure, once more.

**A/N I'll hopefully get to update again tomorrow.**

**Thanks for those who reviewed! They are strongly encouraged, as they let me know to keep writing, haha.**


	4. Chapter 4

**Disclaimer: I own nothing of Gossip Girl**

Blair woke early the next morning still feeling tired. She sat up in the bed, she looked over to find Serena still peacefully asleep. Her senses perked when the smell of bacon drifted into the room. She looked at the clock on the bedside, 8:30. Who else would be up this early while on vacation. She slowly got up and pulled her housecoat tight around her, making her way out to the kitchen. The sight she was greeted with shocked her. Chuck Bass. Cooking. Chuck Bass cooking breakfast at 8:30 in the morning.

He smiled when he saw her. "Want some?" He asked, pointing to the pan.

Still shocked she slowly walked over to get a better look. Laid out upon the counter was an assortment of cut fresh fruit, a pan of sizzling bacon, and another with two partly cooked omelets.

She looked up, confusion filling her face. "When did you become such a chef?"

He smiled, flicking the omelets over. "I usually spend Sunday mornings in the hotel kitchen watching as Alfonso makes me breakfast. I thought I would try myself, considering he is not here."

"Chuck Bass" she said with a grin "I am impressed." He placed two full plates on the table, pulling out a chair indicating her to sit down. "And a gentleman at that"

"I've always been a gentleman, Waldorf. I was raised that way." Taking his own chair and sitting across from her. They ate in silence, but it was a comfortable silence. Blair was beside herself over Chucks sudden change. Was this what he meant when he said he would prove himself to her? Completely changing to the ultimate non-Chuck? Nate emerged from his room a half hour later, rubbing his eyes and yawning. He flopped down on the couch, clearly still tired.

"What are we going to do today" He asked, turning on the T.V.

"I was thinking a trip to the beach" Chuck prompted. Blair looked up at him. "I thought you didn't swim, Bass?" she teased, remembering the conversation the night before.

"Well, _Waldorf, _I figured there is a first for everything, and since we are here I better make the most of it."

It was another hour before Serena had gotten up and her and Nate had finished breakfast. Blair was in the bathroom looking in the mirror. She had no intention of going swimming but she had put on a simple red bikini, with the thought of getting some tanning done. She ran her hands over her hips and stomach. She turned to the side still looking in the mirror. She hated her body. Now, turning to the other side, the door behind her opened slowly. She looked up to see Chucks reflection staring at her. She quickly grabbed a towel and wrapped it around herself. He closed the door behind him and continued to look at her. "What do you want, Chuck?" venom lacing her voice.

He stayed where he was at the door "I will never understand you." He said quietly. She simply glared at him. "Like I told you before" he stated, stepping closer. "You are gorgeous regardless of what you wear." He turned her around so she was facing the mirror again, standing behind her. She looked at their reflection, he was standing very close, watching her over her shoulder through the mirror. He smirked "Or, what you don't wear" he said lightly. When she didn't smile, he said a little more seriously "Blair, you're perfect" He kissed her bare shoulder and left the room. She continued to look in the mirror after he left. She sighed, removing the towel and slipping her summer dress over her bathing suit.  
She fixed her hair and left the bathroom, making her way to the others.

Blair had been lying in the sun, eyes closed for about an hour. Sitting up she watched Serena and Nate both floating lazily on blow up tubes. It was a very calm day, but the beach seemed to be quite bare. Looking to the side she saw Chuck lying back, eyes closed, an umbrella sheltering him from the sun.

He could feel her gaze upon him, looking up he smiled smugly at her. "Want to go for a swim, Waldorf?" he asked, getting to his feet.

She grimaced. "As if"

He took off his shirt and stared at her, standing in just his trunks.

"Now this can work one of two ways" he said in a fake-serious voice "You can either get up and come swimming OR.." he said stepping closer as he saw the disgusted look on her face "I can pick you up and flick you in" he finished, smiling.

"You wouldn't dare" she coaxed confidently.

Serena's eyes shot open at the high pitched shrill of her best friend. Looking at the beach she saw Chuck grab a kicking and screaming Blair and throw her over his shoulders. She looked at Nate and the both laughed, getting off their floats and swimming towards the beach.

"CHUCK BASS, YOU PUT ME DOWN RIGHT NOW!" Blair screamed, punching his back. He simply chuckled and continued walking to the water. "Chuck I swear if you do not put me down this instant I.. I'll"

Not even flinching as she continued to struggle and hit him "You'll do what, Waldorf?" The cool ocean flowed over his feet as her made his way to deeper water.

Blair had stopped struggling. "Chuck..." she began in a distressed voice. He was a little over waist deep and continued walking "Chuck don't you dare put me down" she screamed in panic. Earning herself a chuckle from him. She saw Nate and Serena coming closer towards them.

The water was partway up his back when he stopped, she noticed. She also notice the little distance there was between **her **and the water. "Please, please.. Chuck" she whimpered. "Bring me back!" He smiled and flicked her.

Blair's screamed as her body made contact with the cold, salty water.

Resurfacing, furious she scowled as her three friends laughed.

"Chuck Bass you are s-" he stopped frozen, her eyes going wide as she felt something brush against her leg. She screamed again running (or running as much as she could in water) and pounced on Chuck, desperately trying to get out of the water.

"There are fish in here" she squealed, almost in tears, her arms around Chucks neck as he tried to regain his balance. Serena and Nate burst into laughter again. Chuck was already laughing so hard he could hardly breath. She just realized she had never heard him laugh before. He usually just smiled when he was amused, or gave an ironic chuckle when necessary. She couldn't place why, but she loved his laugh. She slowly joined in her friends laughter after realizing this, and thinking about how foolish she probably looked. She slowly let go of Chuck's neck and stood up by herself.

"I'm sorry, B" Serena began, unable to control the smile playing on her face. She faced a still laughing Chuck and tried for her most serious tone "Chuck that was so.." she laughed again "Chuck that was so mean!" She finished grabbing Chucks shoulder as another fit of laughter took over.

Blair rolled her eyes "Yeah, thanks Serena." she stared at the trio for a few seconds before rolling her eyes again "Okay, guys, not that funny anymore. It's over with"

The three all stopped, exchanged glances, and started again.

Blair growled, furious. Then did the unthinkable. She splashed Chuck with a face full of water. Everyone stopped and Blairs eyes grew wide with fear as Chucks face distorted with revenge. Blair shrieked as Chucks lunged at her dragging her underwater.

The four friends collapsed on the beach an hour and a half later.

"The ocean isn't so bad" Blair announced in a tired breath.

"Even with all the fish?" Nate teased.

Blair screwed up her face at the thought. Any time she felt anything brush up against her she jumped on Chuck and demanded he carry her for at least ten minutes repeating smartly "This is your punishment. You should have left me on the beach" as she climbed on his back.

"I'm hungry" Serena sighed after a few moments of silence

"I'm tired" Chuck replied, dismally.

Nate propped himself up on his elbows look over "Yeah, where were you last night, man?"

Blairs ears perked, intrigued. She just assumed he went to his own room when he left hers last night.

"What?" Chuck asked, hesitantly.

"Last night" Nate repeated "You weren't in until after **I **went to sleep and that was about 2:00"

Chuck looked over at Blair, aware that she was listening intently, no doubt assuming the worst of him.

"I was down talking to the manager, my father is thinking about letting me expand my business options and I was thinking of opening a second burlesque club here" he said with ease. Blair seemed to relax.

"Now" Chuck said, quickly jumping to his feet "Let's go get dinner before my dear sister becomes famished" Taking both girls hands and pulling them to their feet.

The four of them ate peacefully in the hotel's elegant restaurant. Chuck had noticed that Blair seemed to be playing with her food rather than eating it.

"Is the chicken alright?" He asked. She refused on getting salmon like everyone else, complaining she had enough fish for one day.

She looked up and flashed him her fake smile. "Its fine" she replied, putting a forkful in her mouth. Chuck continued to look at her as she continued eating, before turning back to his own meal. He picked up on the fact that she only ate when he was watching her, so he just kept glancing in her direction until her plate was almost empty, she was completely unaware that was his intention.

"Let's go to a club" Serena suggested, looking hopefully around the table.

"I think I'll have to bow out on that" Chuck said stretching his arms. "I need to sleep."

"Yeah, I'm not really in the mood to go out" Nate said, rubbing his eyes.

"B? Come on, it will be a fun girls night out!" She squealed in delight.

Blair sighed and looked at Chuck who wasn't pay attention as he played with the salt shaker on the table. "Fine" she said "A girls night out then" Blair said smiling at her over delighted friend.

Chuck looked up, smiling. "Hmm, a girls night out" he said amused as Blair put on her best disgusted face "There's something to look forward to when you return." His eyes never leaving Blairs.

"You're disgusting" Serena said standing up and pushing in her chair and taking Blairs hand dragging her away from the table.

Chuck was asleep on the couch when the door open as Blair and Serena came back from their "night out".

He and Nate had spent the night lazing on the couch watching T.V or playing video games. Nate had went to bed around midnight, while Chuck insisted on staying up.

"Shhh" he heard Serena whispered to a laughing and clearly intoxicated Blair as she closed the door.

Chuck sat up and looked over to see a **very **drunk Blair hanging off of Serena as the blond attempted to support her friends weight.

"What happened?" Chuck asked, getting to his feet. He had never seen Blair like this. She didn't get drunk, that was usually Serena's thing. Blair drank wine and champagne with meals, and martinis at parties.

"I don't know!" Serena exclaimed trying her best not to fall as Blair began to sink to the floor. "One minute we were sipping martinis, the next minute she is ordering shots, going on about how you left her over the summer but now you're going to prove yourself to her?" Blair was lying on the floor now, and Chuck was was staring at her, sadness covering his face.

"This is my fault" he said.

"Don't be ridiculous, Chuck." Serena said calmly, noticing his sudden change.

He didn't say anything but carefully picked Blair up and walked to her bedroom. He lay her on the bed and began looking for her pajamas. Serena stood in the doorway and watched as a defeated Chuck began undressing Blair. Normally, Serena would have interfered and yelled, but she could tell his intentions were far from sex.

After she was in her night dress Chuck slowly placed the blankets over her. Blair sighed contently and opened her eyes to look at him. "Chuck?" she asked in a quiet voice. "Yes Blair?" if she hadn't been so intoxicated she would have noticed the despair in his voice. "Do you love me?" she asked smiling.

He leaned towards her and kissed her forehead "Yes, I do" he said. He knew she wouldn't remember it in the morning but she seemed content anyway. She yawned, closing her eyes again. "Good. I love you too."

Chuck stood up and turned off the lamp and looked towards the door, realizing Serena had been watching their interaction, as he did the previous night.

"Chuck.." she started, her voice small. He simply walked past her and into his own room closing the door behind him

**A/N. I got a lot done this weekend as it went by quite slow. Reviews are greatly appreciated, and thanks to those who already have.**


	5. Chapter 5

**A/N: Short chapter. Mostly Chuck/Serena**

**Disclaimer: I own nothing of Gossip Girl**

Blair groaned as she rolled over and felt the bright sun hit her face. As she tried to sit up she felt her stomach turn in a threatening manner. He head pounded in protest as she slowly opened her eyes. The room was filled with sunlight. She looked to find Serenas bed empty, she looked at the clock, 1:00pm. She let herself fall back on the bed, covering her face with the blankets. She cursed herself for last night, as she tried to remember just how much she had drank. She couldn't put a number to it, but she was sure it had to be a lot considering it seems like Serena had to bring her back and get her into bed.

She peeked out from under the covers as she heard the bedroom door slowly open

"B!" Serena exclaimed, "You're finally awake"

Blairs hands jumped to her head "Stop screaming, I am right here" she drawled as she began to massage her headache.

"Sorry" she whispered as she sat on the edge of the bed. "Want some breakfast? I can order room service"

Blairs stomach jolted at the mention of food. "Ugh, no. I don't think I will ever eat again."

"Fine, at least get some coffee" Serena suggested, taking her friends hand.

Blair groaned "Fine, give me a minute" she breathed, slowly getting up trying her best not to upset her already rolling stomach.

Blair fell to the couch as Serena passed her a warm cup of coffee. Nate was lying back watching T.V across from her, while Chuck read the paper from the opposite side.

Nate looked over at her as she began to whimper.

"Hard night?" he asked teasingly.

Blair swallowed hard attempting to keep down her coffee. "It would seem that way, thanks Archibald" she said sarcastically.

She turned to Serena "Thanks, by the way, for last night. I can't even remember getting changed" she said with a cold laugh, taking another sip of her coffee.

"B.." she hesitated. "I didn't..." she looked at Chuck who had lowered his paper to glare at Serena. "Chuck.." his look could have killed. "Chuck helped carry you in" she finished lamely.

Blair looked over to see Chuck had directed his attention back to the paper.

"Oh.. well, thank you Chuck" she said, confused by their awkward interaction. He merely grunted in acknowledgment. She gave Serena a questioning look, but her friend refused to meet her gaze.

Nate looked between the three, equally as confused as Blair, but less interested. "Okay, so what's the plan today?" he asked, trying to ease the tension.

"Shopping?" Serena suggested.

They had been shopping for hours before deciding to take a break for supper. The afternoon had proved to be very awkward and Blair couldn't figure out why. Chuck had not said a word, other than to offer to carry her bags. She noticed that Serena was even more peppy than usual, which was saying a a lot. The contrast between the two made for a very confused Blair and Nate. She had thought she noticed the two of them arguing at least twice in hushed breaths, but she refused to ask.

"Will you come to the bathroom with me?" Serena asked partway through dinner.

"Sure" Blair replied lazily, rising from her chair.

"Serena." Blair noticed the threatening tone in his voice as he grabbed her friends hand. "A word, please?" He wasn't asking, he was demanding.

"What is on the go with you two today?" Blair asked angrily.

"Nothing" Chuck replied, his grip still on Serena's wrist. "I was just going to ask Serena input on some family matters" he finished with a cold smile.

He rose from his seat and began walking towards the door, dragging a protesting Serena behind him.

Blair was furious. She looked at Nate, who she concluded was also out of the loop. She flicked her napkin on the table with a huff and made her way to the bathroom.

"What do you want, Chuck?" Serena asked angrily, ripping her hand from his as they stood outside the restaurant.

"I don't know what you _think_ you heard last night" he began. His voice was threatening and Serena shifted uncomfortably. "But, it was a lie and no matter what you think, it is not your place to repeat it."

If Serena could not see the hurt in his eyes she could honestly say she would have been frightened by his current demeanor.

"Chuck, you have to tell her." she began. He pushed her against the brick wall, his face inches from hers. "

"What did I just say?" he demanded. She easily pushed him away, taking him by surprise.

"Listen Chuck, I know you think she only said that because she was drunk, but that's not true." He turned his head away, looking down the street.

"She _does_ love you" she said in a small voice, looking at her feet. "And I know you love her." His jaw twitched, still looking away. "Just tell her. I know you're scared or whatever, but you have to let her know how you feel." When he turned back to face her the sadness that was in his eyes was replaced by coldness.

"I don't have any feelings for Blair other than lust." he began, in an acid tone. "You will not repeat the events of last night, nor this conversation. Do I make myself clear?"

When Serena hesitated he grabbed her face roughly, making her look into his eyes. "Do I make myself clear?"

She swallowed and nodded.

"Good." And with that he walked away from her, quickly hailing a cab.

Chuck looked at his watch, 11:30pm. He took another mouthful of Scotch and laid his head on the bar. Who did Serena think she was? Giving him advice. He cringed at the thought of how transparent he must have been. Since the moment Blair casually confessed her love for him there was an ongoing internal battle. It saddened him to think the only time they shared their feelings was the one time she would never remember. He indicated to the barman to get him another drink. Of course she said she loved him, he had just tucked her into bed. She would have said that to anyone, considering the state she was in. The worst of it had been the fact that Serena overheard. If she hadn't been there he could easily (externally) ignored it, and no one would be the wiser. He sighed. He regretted being so harsh with her earlier, he knew she was only trying to help, but that just **caused** him to be angry. Chuck Bass was not a man to pity or feel bad for.

He finished his drink and paid his bill for the amount he consumed. He walked out of the bar to find rain pouring down on him. He quickly tried to flag down a cab, doing his best to stay dry. On the way back to the hotel he noticed the winds were really starting to pick up. He secretly hoped Blair was warm and dry, not caught in the rain.

He was surprised when he found the other three back in the hotel room. He assumed he would have the suite alone for at least a few hours.

"Why are you all here?" He asked, confused.

"Sorry, Bass, we can leave if you want." Blair teased, He noticed that she seemed to be in a relatively good mood. He was curious as to how Serena managed to explain his sudden departure.

"Hurricane coming" Nate stated, looking at the weather channel "Or judging by the looks of you, it has already arrived." He said with a laugh.

Serena was sitting in the arm chair reading a book. She didn't seem to notice him, or just ignored the fact he was there.

He walked to his room, and slipped on a dry pair of pajama pants and a plain T-shirt.

"Serena?" he called. When she didn't answer he stuck his head out the door. "Serena, could I talk to you for a sec.?" he asked in a neutral tone.

Nate and Blair barely registered their interaction as she refused to speak but walked over into the room, closing the door behind her.

"What did you tell them?" He asked politely.

She shrugged and rolled her eyes "Family business, and Bart called you asking for you to go meet with investors."

He smiled. She had actually covered for him, which would explain their friends indifference. "Well," he began "Thank you." She rolled her eyes again, turning to leave.

"Wait" he said, a little unsure. He cleared his throat " I also wanted to say.. I'm sorry." He looked down at the floor "For earlier, I know you were trying to be a good friend to both Blair and me and well.." he met her now softened gaze "I appreciate it."

"Apology accepted" She smiled.

"I thought it over, and maybe you're right. Maybe I should tell her"

She squealed and hugged him. Leaving him quite shocked.

"Ew Chuck, you smell like a brewery." She said, disgusted as she pulled away.

He chuckled. "Well lucky for me I am not looking to impress anyone tonight."

"But I thought you wer-"

"Listen, Serena" he said, much more serious now, "I will tell her, but not right now." He put up his hand when she tried to interrupt. "No, don't push me on this. I'll do it when I am ready and when the moment calls for it."

She scrunched her face as she thought over what he said.

"Fine" she said, defeated. "Fine, I won't say anything else. But you have to do it soon!" she exclaimed.

He just smiled and opened the door and pushed her out.

**A/N: Short chapter. I may update again later tonight or tomorrow**.** Let me know what you think so far**


	6. Chapter 6

**A/N: This chapter is rated M  
**

**Disclaimer: I own nothing of Gossip Girl.**

Blair cringed as she looked out the window. It had been rainy and windy for the past two days. Because of the horrible weather no one wanted to brave the streets, therefore the four friends were confined to their suite.

She sighed as she sat on the couch leaning her head on Chucks shoulder. It had been five days since Chuck declared this plan to win her over. She had to admit, although he never did anything big he was definitely doing a good job. Lately he had just become more attentive to her. He would always pull out her seat, carrying her shopping bags, and pretty much do anything she asked. It would seem like she had him whipped if he hadn't done everything so casually as if it was natural to him. It was plain to anyone that he wasn't doing it just to impress her, he was doing it because he wanted to.

With the rain keeping them inside for the past while she noticed he became more cuddly. Like now, she thought.

She positioned herself so she was lying on the couch with her head in his lap. It would have been on odd sight when he absent mindedly started playing with her hair, if they both didn't seem so comfortable with it.

Serena scoffed in disgust she watched the two. Blair's head was resting in Chucks lap, as they both watched T.V and he ran his fingers through her hair.

"I'm bored" She said with a huff.

"Me too" Nate agreed.

"I'm not" Blair said innocently, her eyes never leaving the screen.

"Nor am I" Chuck said looking at Serena.

Serena looked away in disgust. She mentally noted that she liked it better when Blair and Chuck were arguing.

"Nate?" she asked "Want to go for a walk? I need to get out of this room" she pleaded.

He stood up stretching. "Yeah, okay. But not outside. Let's just go downstairs."

"Anywhere is better than here" Serena said dramatically as she grabbed her purse.

"Nate's right, don't go outside. We are supposed to get the worst of it tonight." Blair said genuine concern in her voice.

When the door shut behind them Blair was aware of how quiet it was. She also realized that her head was in Chucks lap. Well, she knew that before, but with the other two here it seemed casual and friendly. Now, it seemed intimate. Chuck seemed to be thinking the same thing as his hands left her hair grabbing for the remote.

She sat up and moved away a bit. They sat in an uncomfortable silence for about five minutes before Chuck rose, walking to the bar.

He cleared his throat. "Want anything?" he asked, raising a glass.

She got up and started walking over sitting on the stool opposite him. "Sure." she said casually.

A half hour later they were back on the couch watching Harry Potter sitting on different sides, away from each other.

The lights flicked and Blair shuddered as the wind blew hard against the window.

"You don't think the power will go out do you?" she asked, her voice shaking a little bit.

"Not scared of the dark, are you Waldorf?" he teased.

She glared at him, although it wasn't very effective when her face fell as the lights flickered again and the wind blew so hard the building shifted. He smiled at her discomfort.

The lights continued like this until the movie was almost over. "Chuck?" she asked, uncertain.

"Hmm?"

"The lights won't go out, right?" she asked again, a little more scared than before.

"I don't know, Blair. They might" He said slightly irritated. How was he supposed to know?

She simply nodded and looked at the floor. He frowned. "But, if they did we will be fine." Attempting to make her feel better.

Blair made her way to the fridge, grabbing a can of diet soda. As she closed the door, her fear came true. The lights went out with a large gust of wind, causing her to scream.

"Shh, Blair." Chuck soothed as he tried to make his way to her in the dark.

When he reached her she immediately grabbed his shirt and he wrapped his arms around her.

"The lights will be back soon" he said as he felt her shake underneath him, her hands trapped in-between their chests.

No sooner were the words out of his mouth when the suite back up lights kicked in. They were incredibly dim, barely making it possible to see.

She sniffed and he felt the wetness seeping through his shirt. _Shit_, he thought, _she's crying_.

He pulled back, placing his hands on her shoulders so he could look at her, and sure enough, even with the lack of light he could see there were tears streaking her face.

"Shh" he cooed. "Nothing is going to happen." he tried to hide the annoyance in his voice. It was only a blackout. The lights would be back soon.

She sniffed again and nodded.

"Come on" he said, taking her hand and leading her back to the couch.

They sat down and he wrapped his arm around her pulling her close again. He kissed the top of her head, inhaling her scent.

She pulled away and looked straight into his eyes.

"You kissed me the other night" she accused.

He continued to look at her as she went on. "I remember you kissed me that night, which means you must have helped me into bed."

His jaw twitched. "Serena was going to, but she was drunk and I thought I would help her out." he said a little too casually.

He was surprised when Blair slowly brought her lips to his, barely touching. She pulled back and stared at him. He searched her face for any objection, when he couldn't find any he grabbed her face and pulled it to his own.

Blair felt her breath hitch when he began kissing her so urgently. She straddled him and began kissing back with equal passion. She felt his tongue graze her lower lip, causing her to moan, inviting him into her mouth. After a few minutes she pulled back both breathing heavily, foreheads together. He recovered much more quickly than she did and took advantage of her exposed neck. She felt her eyes roll back as he began kissing and sucking on the sensitive part of her neck. As she felt his teeth graze her skin she pushed herself closer on him, he groaned at her action.  
Before she could register what was happening, he picked her up and shifted so she was now lying on her back placing himself on top of her. His lips came crashing down on hers before she could protest. Her hands traveled down along his sides until they reached the bottom of his shirt.

He pulled away when he felt her tugging at his shirt. He bit his lip and looked into her eyes.

"Are you sure?" he whispered, as he had in the past.

She continued to look at him.

"I don't want you to regret this." He said weakly sensing her hesitation, slightly scared of her answer.

She smiled and pull him down kissing him fiercely. That was the only answer he needed.

He started getting up, hands on her hips pulling her with him. He lifted her with ease when they were both standing. She quickly wrapped her legs around his hips, never breaking apart as he carried her to his room.

He lay her on the bed falling on top of her. She eagerly pulled his shirt over his head as he began to unbutton hers. With both tops removed he immediately kissed all along her collarbone and down her chest. Her breath was heavy and quick as he discarded her bra. She had a sharp intake as he slowly began kissing around her breasts. She let out her held breath as his tongue circled around her nipple. He ran his hands down her side until he reached the band of her silk pajama pants. Her nails clawed at his back as his tongue flicked her and he removed her pants in one motion. He turned his attention away from her breasts as he sensed her looking at him. He knew this was what she did when she wanted to kiss him. Sure enough he was greeted with her innocent but pleading look. He kissed gently on the lips and one of her hands wrapped around his neck pulling him closer, while the other undid his belt. He pulled away as she let go of his neck to push his pants further down. He was panting now as he quickly slid out of them and tossed them on the floor. He was surprised when Blair grabbed his shoulders and flipped them over so she was on top. She kissed him lightly and sat back rubbing herself against his erection as she brushed the hair out of her face. She watched his eyes roll back and smirked. She quickly removed her underwear and his boxers with ease. She lay on top of him bucking her hips every so often and started kissing his neck.

Chuck shuddered as she continued to press herself against him. All of a sudden he couldn't take the torture anymore. He grabbed her hips and flipped her so she was on her back again. He kissed from her lips down to her waist. By the time he reached her thighs she was whimpering. He quickly grabbed a condom from his table and kissed her forcefully on the lips as he entered her. She moaned in his mouth and he began thrusting hard. He tried his best to keep a slow pace, but when she wrapped her legs around his hips pushing him further into her, he began to lose control. His movements we now hard, quick and erratic. He felt her tighten around him as she almost reached her climax. He picked his pace again and she came screaming his name, her body convulsing. This was enough to send Chuck over the edge as he came moments after her. He fell to her side, careful not to crush her. As they both lay panting she turned to him. His eyes were closed and his mouth was open and breathless as she watched his chest rise and fall.

He turned to find her looking at him. He grabbed her and pulled her so she was almost on top on him again. She let her head rest under his chin and began to draw lazily circles over his chest. He wrapped his arms around her and buried his head in her hair. She closed her eyes and smiled at his embrace. He placed his hand gently beneath her chin and pulled her face up to he could see her. His face was different, she noticed. He looked almost vulnerable as she felt him tense. "Blair" he started. She smiled at his small tired voice. "I love you."

Blair was in shock. She shook her head. "What?"

"I love you" He repeated a little stronger this time. "I love you."

Blair's face lit up as she realized she wasn't dreaming

She squealed and kissed him. "Oh Chuck" she exclaimed with tears in her eyes. "I love you too"

She felt him relax underneath her and he grabbed her and hugged her so tight she thought she was going to stop breathing. He released her and started kissing all over her face as she giggled at his newfound affection. He sighed and held onto her as she started to fall asleep, a huge smile planted on her face. He felt her breath even out and become shallow as she drifted off. He smiled to himself

"I love you" he whispered to no one and drifted peacefully to sleep himself.

**A/N. Please review and let me know what you think.**


	7. Chapter 7

**A/N: Sorry it has took so long to get this up.  I was completely swamped in school work and real life.  This is the final chapter.  So any reviews would be awesome.  I am thinking of starting a new fanfic soon.  (Chuck and Blair obviously).**

_Chuck and Blair still can't seem to let the other one win.  When an unexpected visitor from their past comes back on the scene Blair may have to put away her pride and admit her feelings before she loses him_**_._**

**I am thinking on using that as my summery thing.  Let me know if you think it seems interesting.**

"Ew, oh my god, ew"

Chuck was woken from his sleep by Serenas whispers of disgust.

"Are they...?" he heard Nate's voice carrying in from the other room.

Chuck opened his eyes slowly. Blair was facing him, with her hands between their chests, and his arms wrapped protectively around her, still sleeping peacefully.

He shifted a bit, careful not to wake her.

"Shh.." Serena whispered as Chuck heard Nate come to the door. "I think they might be awake.

Chuck unwrapped himself from Blair and sat up to face his shocked friends standing in the door.

He put his finger over his lips indicating them to be quiet when he saw Serena's face contort to anger.

He moved to the side of the bed, careful to keep his lower half covered as he reached for the pants he had discarded earlier.

He quickly slipped them on and began walking to the door, placing his finger to his lips again at the first sign of Serena's protest. He quietly pushed them out the door and closed it slowly behind him, looking at Blairs sleeping form once more.

After Nate and Serena had sat down, Chuck mixed himself a drink and sat on the couch across from them.

They continued to stare at him in disbelief until Chuck looked up at Serena with his signature smirk.

"CHUCK I -" she screamed reaching across the distance between them to punch him repeatedly.

Chuck immediately jumped up at her sudden movement and pushed her away laughing as she continued to try to hit him.

"Serena keep it down" he said in a hushed voice "You're going to wake Blair."

She stopped and gave him a menacing look. "I'm going to wake Blair?" she questioned harshly.  "You should-"

"Okay, Serena. I get it, you're mad or whatever" he said now, more seriously. "But keep it civil."

She huffed and sat back down next to Nate, who had been watching in silence the whole time.

When Chuck had thought she was calm enough he hastily sat down across from her again.

"How could you let this happen, Chuck?" she cried.

"I didn't do anything." Chuck said sounding aloof.

"You didn't do anything?" she repeated skeptically. "So, you didn't have sex with Blair?" she asked almost laughing at how ridiculous this was.

He simply looked at the ground. _"I didn't do anything?"_ he thought, that was probably his weakest attempt at an argument ever.

He looked at Nate who had been silent the whole time.

"Look" he started. "I'm sorry, Nate."

Before he could continue Nate held up his hands surrendering.

"Don't be. I don't feel anything for Blair and I know she doesn't feel anything for me, she hasn't for a long time." he smiled. "It may be a little awkward but, I can get past it. Just don't screw up again."  
Chuck smiled in appreciation. Even if he didn't know where he and Blair stood right now, he was happy to have Nates approval.

Serena scoffed and rolled her eyes.

Chuck turned to her, slightly annoyed.

"And what objections do you have, dear sister?"

Serena was shocked at his sudden change in tone, but recovered quickly, turning into her defensive friend mode.

"What objections do I have?" she repeated "How about when you hurt her I am the one that has to deal with it. When you rejected her before who had to stop her from flying off to France? Or when you left her in Tuscany who had to reassure her she was okay every night over the phone!" Her voice was rising now. "She's my best friend Chuck, obviously I am going to be mad at the thought of you hurting her again!"

When she was finished Chuck looked at the ground for a full minute before responding.

"It's different now." he said simply.

"How is it different, Chuck?" she asked sadly as he still refused to look at her. "You were the one that sent the tip to Gossip Girl because you were jealous, then you rejected her. You invited her to Tuscany and bailed for the interior designer because Bart made you feel pressured."

He looked at her with a menacing look. " Look" he said shortly "I know I haven't been the best to her in the past, I know I hurt her" he continued, angry with Serena for bringing it all up. He knew she was just being a good friend but it he couldn't help but to feel mad as she reminded him of all the pain Blair had suffered thanks to him.

"I know I did, but things have changed. I can commit to it now without feeling scared or anything else..."

He sighed and shook his head. "I love her."

Serena and both shifted uncomfortably at Chucks confession.

This movement was not lost on him. "I know this is slightly out of my character, but it's true. I love her and I am not afraid to admit it anymore." He said sternly.

Blair reached out across the bed for Chuck. When she realized he was no longer with her she immediately woke up and opened her eyes. The room was dark and empty. The door was closed but she could see light shining in from underneath "The power must be back" she muttered to herself. She got out of bed and threw on Chucks shirt as she made her way to the door. She stopped when she heard muffled voices from the other side.

"..I love her and I am not afraid to admit it anymore" It was Chuck.

She tried not to scream in delight as she opened the door and walked into the living room.

Her eyes went directly to Chuck sitting on the couch, slouched slightly forward clearly not comfortable in the conversation.

He started to smile when he saw Blair coming from the bedroom. She was standing to the side of the other three in just **HIS** shirt, messy hair and tired eyes. She smiled shyly when he looked at her.

She quickly looked at Serena and Nate who were staring at her intently and she immediately reddened.

Chuck noticed her embarrassment and stood to walk to her.

She looked to Chuck as he began to approach. She didn't know why she felt so self conscious now with her friends. She had slept with Nate, and she and Serena had been friends for so long that they had no problem changing in front of each other. But she felt her face go hot under their gaze as she stood in Chucks large shirt and played with her hands.

"Hey" he said softly as he took her hands in his.

"Hi" she replied in a small, still embarrassed voice.

His face spread to a wide grin and he hugged her closely and kissed the top of her head, laughing.

"Did we wake you?" he whispered in her ear, still hugging her.

"No, you weren't there" she said shyly looking at the ground.

"My apologies" He let go and smiled at her, taking her hand and walking away to the bedroom again, looking at the clock on the wall. "3:00" he said, to no one in particular. "We're going back to bed" he informed Nate and Serena, as Blair tried to pull him in the room, pouting. Serenas face turned to complete disgust that was quickly mirrored in Nates face at this statement. He laughed "No funny stuff with you two here, I assure you" he closed the door behind them with a smile.

He looked to Blair who was now standing in the middle of the room facing away from him, pulling her hair into a messy bun. His jaw dropped as he noticed just how sexy she was, standing in his large dress shirt, now with an exposed neck. He walked slowly to her, wrapped his arms around her waist and began kissing from her ear down to her shoulder. Blair fell back a little into his embrace and turned her head away, exposing more to him. "You look dead sexy in nothing but my shirt" he breathed into her neck as he nipped her, quickly soothing her skin with his tongue, a small moan escaping her lips.

"Shhhh." he whispered, his tongue now lightly tracing her ear lobe "Serena and Nate are only outside the door. I promised them nothing "funny" he said with an ironic laugh.

She turned around, grabbing his face and kissing him fiercely. "Too bad" she breathed.

He laughed again against her lips as she pulled him to the bed.

He made a mental note that a relationship with Blair seemed like something he could get used to.

**A/N: Thanks again to all those who reviewed, or read it at all! **


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